Exhibit (8)(j)(iv)
AMENDMENT TO
FUND PARTICIPATION AGREEMENT
JANUS ASPEN SERIES - SERVICE SHARES
This Amendment (the "Amendment") to the Agreement (as defined below) is made
effective as of the Effective Date (as defined below) by and between Janus
Aspen Series, an open-end management investment company organized as a Delaware
statutory trust (the "Trust"), Janus Distributors LLC, a Delaware limited
liability company and successor-in-interest to Janus Distributors, Inc. (the
"Distributor"), and American General Life Insurance Company, a life insurance
company organized under the laws of the State of Texas (the "Company").
RECITALS:
WHEREAS, the Company, Trust and Distributor are parties to a Fund
Participation Agreement dated October 2, 2000, as amended (the "Agreement"),
which Agreement relates only to the registered segregated asset accounts of the
Company; and
WHEREAS, the Company's affiliate, Western National Life Insurance Company
("WNL"), Trust and Distributor are parties to a Fund Participation Agreement
dated October 2, 2000, as amended ("WNL's Agreement"); and
WHEREAS, effective January 1, 2013 ("Effective Date"), WNL intends to merge
with and into the Company which will be the surviving company (the "Merger");
and
WHEREAS, as a result of the Merger, WNL will assign all of its rights and
obligations under WNL's Agreement to the Company and the Company will assume
all such rights and obligations ("Assignment"); and
WHEREAS, the parties wish to consolidate the obligations and segregated
asset accounts, which are registered with the Securities and Exchange
Commission, set forth under WNL's Agreement with the Company's under this
Agreement and terminate WNL's Agreement; and
WHEREAS, the parties wish to further amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
agreements contained herein, the parties agree as follows:
1. Effective Date of Assignment. This Amendment and the Assignment shall
be effective as of the Effective Date of the Merger.
2. Consent to Assignment. The parties hereby consent to the Assignment.
3. Schedule A of the Agreement is hereby deleted in its entirety and
replaced with the revised Schedule A attached to this Amendment.
4. Schedule B of the Agreement is hereby deleted in its entirety and
replaced with the revised Schedule B attached to this Amendment.
5. The following shall be added to the end of Article I of the Agreement:
"1.13 (a) All orders accepted by the Company shall be subject to the
terms of the then current prospectus of each Portfolio, including without
limitation, policies regarding minimum account sizes, market timing and
excessive trading. The Company shall use its commercially reasonable best
efforts, and shall reasonably cooperate with, the Trust to enforce stated
prospectus policies regarding transactions in Shares, particularly those
related to market timing. The Company acknowledges that orders accepted by it
in violation of the Trust's stated policies may be subsequently revoked or
cancelled by the Trust and that the Trust shall not be responsible for any
losses incurred by the Company or Contract or Account as a result of such
cancellation. The Trust or its agent shall notify the Company of such
cancellation prior to 12:00 p.m. EST on the next following Business Day after
any such cancellation.
(b) In addition, the Company acknowledges that the Trust has
the right to refuse any purchase order for any reason, particularly if the
Trust determines that a Portfolio would be unable to invest the money
effectively in accordance with its investment policies or would otherwise be
adversely affected due to the size of the transaction, frequency of trading by
the account or other factors. In the event the Trust refuses a purchase order
submitted by the Company without notice and a loss is incurred by the Company,
directly as a result of such action by the Trust, the parties will work in good
faith to determine an equitable resolution. In an effort to reduce the risk of
the Trust rejecting a purchase order for a large trade, the Company agrees to
provide notice to the Trust or its affiliate of any order in the amount of or
over $1 million as soon as the Company knows that such order is valid.
1.14 The Company certifies that it is following all relevant rules
and regulations, as well as internal policies and procedures, regarding
"forward pricing" and the handling of mutual fund orders on a timely basis. As
evidence of its compliance, the Company shall:
(a) during the term of this Agreement (and no more than once in
any calendar year) and for a period of ninety (90 days) following the
termination of this Agreement, permit the Trust or its agent, during normal
business hours at its own expense and upon at least thirty (30) days' written
notice, to inspect and conduct audits of the Company operations that are
reasonably related to the subject matter of this Agreement, as well as any
books and records preserved in connection with its provision of services under
this Agreement, subject to any limitations on providing third party
confidential information; or
(b) provide annual certification to the Trust that it is
following all relevant rules, regulations, and internal policies and procedures
regarding "forward pricing" and the handling of mutual fund orders on a timely
basis."
6. The following shall be added to the end of Article III of the Agreement:
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"3.10 The Company represents and warrants that it is in compliance
with all applicable anti-money laundering laws, rules and regulations
including, but not limited to, the U.S.A. PATRIOT Act of 2001, P.L. 107-56. The
Company further represents that it has policies and procedures in place to
detect money laundering and terrorist financing, including the reporting of
suspicious activity.
3.11 The Company represents and warrants that it is a "financial
intermediary" as defined by SEC Rule 22c-2 of the 1940 Act ("The Rule"), and
has entered into an appropriate agreement with the Trust or one of its
affiliates pursuant to the requirements of The Rule."
7. Article VII of the Agreement shall be revised as follows:
"If to the Trust: If to the Distributor:
Janus Aspen Series Janus Distributors LLC
000 Xxxxxxx Xxxxxx 000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000 Xxxxxx, XX 00000
Attn: Chief Legal Counsel Attn: General Counsel
If to the Company:
American General Life Insurance Company
0000 Xxxxx Xxxxxxx, X0-00
Xxxxxxx, XX 00000
Attn: General Counsel"
8. Section 8.9 of the Agreement shall be deleted in its entirety and
replaced with the following:
"8.9 This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns; provided,
however, that neither this Agreement nor any rights, privileges, duties, or
obligations of the parties may be assigned by either party without the written
consent of each party or as expressly contemplated by this Agreement. In the
event of an assignment to a third party in connection with the sale or
disposition of one or more lines of the Company's business, a change of control
or acquisition of the Company (excluding an assignment, change of control or
acquisition as a result of an internal reorganization), the Trust and/or the
Distributor retains the right to renegotiate the terms of this Agreement with
the successor entity."
9. WNL's Agreement shall terminate as of the Effective Date. This
Amendment shall not amend, alter, modify or terminate the Fund Participation
Agreement between the Trust, the Distributor, and the Company dated October 2,
2000, which agreement relates only to the unregistered segregated asset
accounts of the Company.
10. The Agreement, as amended by this Amendment, is ratified and confirmed.
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11. This Amendment may be executed in counterparts, all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the Effective Date.
JANUS ASPEN SERIES AMERICAN GENERAL LIFE
INSURANCE COMPANY
By: _____________________________ By: _____________________________
Name: Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Vice President Title: Senior Vice President
JANUS DISTRIBUTORS LLC Attest:
By: _____________________________ By: _____________________________
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxx
Title: Senior Vice President Title: Assistant Secretary
WESTERN NATIONAL LIFE
INSURANCE COMPANY
By: _____________________________
Name: Xxxxx X. Xxxxxx
Title: President
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Schedule A
Separate Accounts and Associated Contracts
Name of Separate Account Contracts Funded
By Separate Account
American General Life Insurance
Company Platinum Investor Variable Annuity
Separate Account D Platinum Investor Immediate Variable
Annuity
Established: November 19, 1973
American General Life Insurance AG Corporate Investor (formerly AIG
Company Corporate Investor VUL)
Separate Account VL-R AG Income Advantage VUL (formerly AIG
Income Advantage VUL)
Established: May 6, 0000 Xxxxxxxxx Xxxxxxx
Corporate Investor Select
Income Advantage Select (formerly AIG
Income Advantage Select)
Platinum Investor I
Platinum Investor II
Platinum Investor III
Platinum Investor IV
Platinum Investor FlexDirector
Platinum Investor PLUS
Platinum Investor Survivor
Platinum Investor Survivor II
Platinum Investor VIP
Platinum Investor VIP (2007)
Protection Advantage Select (formerly
AIG Protection Advantage VUL)
Survivor Advantage
American General Life Insurance ElitePlus Bonus Fixed and Variable
Company Deferred Annuity Contract
AG Separate Account A
Established: November 7, 1994
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Schedule B
List of Portfolios
Name of Portfolio
All Portfolios of Janus Aspen Series open to new investors (as set forth in the
current prospectus of Janus Aspen Series) except portfolios in the Janus Aspen
Protected Series.
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